Is The Independent State of Samoa, one of the best destinations to protect your assets…Absolutely.

Ever heard of A “Chameleon Corporate Structure”?
By Lionel Iruke, Esq.

February,10th, 2016 – Can you imagine an entire day has to disappear from your calendar? Unthinkable is it? At an age where every second is precious, this seems impossible. But the impossible is what happened in the tiny Pacific Island of Samoa on Friday, 30 December 2011 when the country skipped that date.

But Samoa is unique for a number of other important reasons as well. It is one of the last remaining countries in the world which provides strong bank secrecy and also has a specialized international company structure for businesses. But before we go into the business-related details, let us know more about Samoa.

The Must Know’s

Samoa is one of the southernmost inhabited places on the planet and consists of two major islands – Upolu and Savai’i which are situated between New Zealand and Hawaii in the Southern Pacific Ocean. The islands are home to close to 200,000 persons. A large percentage of the population, however, resides overseas primarily in Australia and New Zealand. The main languages spoken in the country are Samoan and English. The islands have a long and checkered history which also involved colonization efforts by Germany and the USA and occupation by New Zealand. It is however now an independent nation and a favored tourist destination for tourists seeking offbeat places.

Let us get down to Business in Samoa

Samoa is more than just beaches and forests. It is also a favored business destination due to its business-friendly laws and a specialized offshore business structure which has been built keeping in mind the needs of international corporations.

The First step to know about Business in Samoa would be to know the Samoa International Financial Authority (SIFA) which has been designed as the single point contact authority to regulate all offshore business on the island.

The next step would be to know about the legal structures which can be formed in the country. We first start off by looking at the types of companies and the unique features of the company structures.

The most renowned among the company structures is a Samoa International Company (IC) enviously dubbed “a Chameleon Corporation” formed under the International Companies Act, 1987. Distinctive and highly specialized asset protection minded corporate structure fairly unique in the legal world.

A Samoa IC provides a number of inherent benefits including:

  • The requirement of only one director and shareholder whose names are not available in Public Records.
  • No requirement of filing of accounts or submitting annual returns.
  • An international company may acquire, hold, dispose or deal with the whole of any part of the undertaking of any other company association or business.
  • No taxation of International Companies in Samoa.
  • Meetings across the globe.

CONTINGENT PROTECTION & VESTING – “The Chameleon Clause”

The most important factor which differentiates a Samoa International Company is the unique asset protection mechanism provides under the Act. The Act through Section 228(B) correctly titled “Asset protection” allows for the vesting of the assets of the company with another natural or legal person on the happening of any specific activity like an expropriation or court order. This feature ensures safeguarding of the company assets under unforeseen circumstances and is unique among major jurisdictions.

Let us try to understand this situation from a practical perspective. The first step here is the incorporation of a Samoan International Company (Let us call it Company ABC) with a clause in the articles stating that the assets held by a particular person in the form of shares or any other interest in the company can be transferred on the happening of any particular event to any other person or persons (Legal or natural). The next step is the designation of the event and the person(s) to whom it has to be transferred on the occurrence of that event. The person(s) can be changed as and when required and need not be fixed.

Now, let us see how it will work in practice. Let us consider Mr. A is a shareholder and member of Company ABC that we just incorporated. Keeping in mind the Asset Protection clause, he has informed the company that his interests should be transferred to two natural persons- Mr. B and Mr. C on the happening of an event which he specifies as any – “order by any court across the world for the seizure of his assets.”

Unfortunately, two years later such an order is passed. Now, automatically on the passing of the order, the assets of Mr. A stand transferred to Mr. B and Mr. C as per the clause and the court can no longer seize the assets as belonging to Mr. A. The Act also clearly provides that Mr. A or anyone else shall no longer hold any further rights on the assets which were automatically transferred due to the court order thereby negating any possibility for controversies. A stroke of genius indeed!

An LLC to limits your tax liabilities

Samoa through an amendment in the International Companies Act in 1996 created a Samoa Limited Life Company (LLC) structure based on the Wyoming Legislation (USA) primarily for compliance with IRS requirements and to make it a Tax Transparent structure. An LLC is for a period of 50 years unless specified otherwise.

Segregated Fund International Company

The third major form of Company in Samoa is the Segregated Fund International Company (SFIC) formed under the Segregated Fund International Companies (SFIC) Act. This company form allows for the creation of separate structures in a single company for undertaking different businesses without sharing the risks of the businesses. Inherent benefits of an International company like no taxation remain both with an SFIC and an LLC.

Let us understand the practical benefit behind such a company. Let us consider that you have to manage the assets of a family with multiple family members. The wealth of each member comes from a single pool but the members wish to invest their assets differently.

In such a scenario a Segregated Fund International Company is an ideal structure because although there is one company for managing the assets, they can be divided into a number of completely separate individual funds and each family member can be given his share of the asset through a segregated. In the future, if any liabilities arising out of the investment of transactions of any of the funds, they can be limited to that particular fund only.

So, supposedly if a family member Mr. A with a segregated Fund of 1 million incurs a liability with any creditor, the creditor will have access to the funds of Mr. A only and not the entire family or the company.

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Samoa has something for Special Purposes too

Among the latest innovations in the field is a Special Purpose International Company (SPIC) formed under the Special Purpose International Companies Act (SPIC), 2012. The SPIC is unique and can be described as a hybrid between a company and a foundation because it has directors but no shareholders. This, in turn, means that there is no legal ownership of a SPIC. SPIC’s can be used as Asset Protection Structures and they can be also used to hold assets in other companies while ensuring complete protection from being held liable as owners. A SPIC also has no taxation liabilities.

A few of us would have our heads scratching here as to what would be the purpose of such a company when a trust or foundation could do. The answer is in reality, many Civil Law Jurisdictions refuse to recognize trusts while on the other hand, many common law jurisdictions do not recognize Foundations. (For all who are thinking why trusts are so useful click here).

So, a SPIC can, on one hand, enable management of assets with Founder’s rights like a Foundation and on the other hand allow management of assets by directors like a company. It would thus enable the founder and directors to manage assets without giving rise to any taxation liabilities. It can also act as an intermediary for the distribution of assets.

I do not want to form a Company. What can I do?

Even with the varied structures available, some of us might want a traditional Trust for the protection of assets. Not surprisingly, Samoa fulfills this need as well.

Samoa allows for the formation of International Trusts under the International Trusts Act. A Trust under this act is a highly secure entity with no disclosure of any information about the structure. The trusts are also exempt from the payment of any taxes. The Trusts can exist for perpetuity or even for a fixed duration and the duration can be modified.

Lastly, Samoa even allows for the formation of an offshore Partnership called a Samoan International Partnership (IP). Here one partner must be a licensed trustee, international company (IC), or a foreign company and the partnership agreement need not be lodged. Even the partnership is free for any taxation requirements.

Now how do I jump into the party?

So you are ready to take the plunge with a business venture in Samoa. But how would you do it?

Fortunately, you are the right place!! In fact probably at the best place! because we at Empire provide you a complete range of corporate, banking and asset management services. Whether it is for your company or for your family, we have a solution that will ensure the protection of your assets and minimize your liabilities. We can also help you move to a new destination if you consider it favorable for your business.

The tiny island of Samoa has something to fit every business need and we are here to ensure that you take full benefit of the opportunity. So, why wait any longer, take the first step to form a Samoan legal entity by getting in touch with our experts. We will surely create something best suited to your needs.

Lionel Iruke, Esq.

Lionel Iruke, is a managing attorney with a practice focused on International Business, Citizenship Planning, Wealth Planning, Media/Entertainment, and Business Support Services for Empire. He is also the Host of the 1000 Ways to Do Business Podcast which can be found on iTunes and Stitcher. He can be reached at lion@empireglobal.partners for legal questions or other inquiries. Follow him on the web at @RealEmpireLegal

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