Overview
| Field | Value |
|---|---|
| Region | Asia-Pacific |
| ISO 3166-1 | WS / WSM |
| Registry | Registry of Companies and Intellectual Property (RCIP), Ministry of Commerce, Industry & Labour |
| Last updated | 2026-06-10 |
Identifiers
Collect two identifiers from each business customer in Samoa and submit them as strings on the application body.| API field | Local name | Issuer |
|---|---|---|
businessInfo.taxId | Tax Identification Number (TIN) | Ministry of Customs and Revenue — Inland Revenue Services |
businessInfo.businessEntityId | Company Registration Number | Registry of Companies and Intellectual Property (RCIP), Ministry of Commerce, Industry & Labour |
Sector regulators
Central Bank of Samoa (CBS) · Samoa International Finance Authority (SIFA) · Ministry of Customs and Revenue — Inland Revenue Services · Financial Intelligence Unit (FIU) — Central Bank of Samoa
Legal structures
| Local name | Abbreviation | Description |
|---|---|---|
| Private Company Limited by Shares | Ltd | The most common domestic commercial vehicle; incorporated under the Companies Act 2001 (Act No. 6 of 2001), which is modelled on New Zealand company law; shareholder liability limited to unpaid share capital; share transfers restricted by constitution; a single person may serve as both sole shareholder and sole director; no requirement for a Samoan-resident director. Registered with RCIP/MCIL. Equivalent to a US LLC. |
| Public Company Limited by Shares | Plc | Shares may be offered to the public; governed by the Companies Act 2001; no cap on members; subject to stricter governance and disclosure obligations; may list on a securities exchange if one is established. Registered with RCIP/MCIL. Closest US equivalent: C-Corp. |
| Company Limited by Guarantee | CLG | Non-profit corporate form under the Companies Act 2001; no share capital; members undertake to contribute a guaranteed amount on winding up; used by charities, industry associations, religious bodies, and sporting organisations. Registered with RCIP/MCIL. Closest US equivalent: Nonprofit Corporation. |
| International Company | IC | Incorporated under the International Companies Act 1988 (as amended); a tax-exempt offshore vehicle with limited liability; 100% foreign ownership permitted; no resident director or local office required; strong confidentiality protections; registered with and supervised by the Samoa International Finance Authority (SIFA). From 1 January 2028 tax exemptions are removed (Miscellaneous (Removal of Tax Exemption for International Companies) Amendment Act No. 1 of 2026). Closest US equivalent: C-Corp. |
| Special Purpose International Company | SPIC | A variant of the International Company under the International Companies Act 1988, registered with SIFA; used for single-purpose holding, securitisation, or structured-finance transactions. Closest US equivalent: Special Purpose Vehicle (SPV) / C-Corp. |
| General Partnership | — | Two or more persons carrying on business together; governed by the Partnership Act 1975; no separate legal personality; all partners bear unlimited joint and several liability for partnership debts; no public central registration requirement beyond obtaining a Business Licence. Closest US equivalent: General Partnership (GP). |
| Limited Partnership | LP | Governed by the Partnership Act 1975; comprises at least one general partner with unlimited liability and one or more limited partners liable only to the extent of their contributed capital; limited partners must not participate in management or risk losing their liability shield. Closest US equivalent: Limited Partnership (LP). |
| International Partnership / International Limited Partnership | IP / ILP | Formed under the International Partnership and Limited Partnership Act (Samoa); registered with SIFA; tax-exempt offshore partnership structures used for cross-border investment, private equity, and fund vehicles; similar confidentiality protections as International Companies. Closest US equivalent: LP (for ILP) or GP (for IP). |
| Sole Trader / Sole Proprietorship | — | Single natural person carrying on business; no separate legal entity; owner bears unlimited personal liability; must obtain a Business Licence from the Ministry of Customs and Revenue under the Business Licence Act 1998. Equivalent to a US Sole Proprietorship. |
| Branch of Foreign Company (Overseas Company) | — | An overseas company registered to carry on business in Samoa under the Companies Act 2001; not a separate legal entity from the foreign parent; must file registration documents with RCIP/MCIL; the foreign parent remains fully liable for the branch’s obligations. Closest US equivalent: Branch/Representative Office. |
| Incorporated Society | — | Non-profit membership association registered under the Incorporated Societies Ordinance 1952 with MCIL; used by clubs, community groups, and civil-society organisations; members’ liability limited by the rules of the society. Closest US equivalent: Nonprofit Corporation. |
How documents combine
For each evidence area, this table shows whether the listed documents are alternatives (any one of) or a bundle (all required). The artifact-by-artifact lookup follows below.| Evidence area | Documents needed |
|---|---|
| Legal Registration | Any one of: Certificate of Incorporation · Certificate of Incorporation (International Company) (optional: Certificate of Registration of Overseas Company) |
| Constitutive Documents | Any one of: Company Constitution · Memorandum & Articles of Association (International Company) |
| Tax Registration | Any one of: Business Licence Certificate · VAGST Registration Certificate |
| Operating Permit | Business Licence Certificate |
| Ownership Records | Register of Members |
| Governance Records | Register of Directors (optional: MCIL Company Extract) |
| Signing Authority | Any one of: Board Resolution · Power of Attorney |
| Address | Any one of: Lease Agreement · Utility Bill · Bank Statement |
| Good Standing | Any one of: Certificate of Good Standing · Certificate of Good Standing (International Company) |
Documents to collect
The physical documents you’ll collect from your customer, with the evidence area each one proves. One document can prove multiple areas — for example, Brazil’s Cartão CNPJ covers both tax and business-registration proof, so it appears once with both areas listed.| Document | Proves |
|---|---|
| Certificate of Incorporation (MCIL/RCIP — Companies Act 2001) | Legal Registration |
| Certificate of Incorporation (SIFA — International Companies Act 1988) | Legal Registration |
| Certificate of Registration (Overseas Company, MCIL/RCIP) | Legal Registration |
| Company Constitution (Companies Act 2001) | Constitutive Documents |
| Memorandum & Articles of Association (International Companies Act 1988) | Constitutive Documents |
| Business Licence Certificate (Ministry of Customs and Revenue) | Tax Registration, Operating Permit |
| VAGST Registration Certificate (Ministry of Customs and Revenue) | Tax Registration |
| Register of Members | Ownership Records |
| Register of Directors | Governance Records |
| MCIL Company Extract (online registry search result) | Governance Records |
| Board Resolution | Signing Authority |
| Power of Attorney | Signing Authority |
| Lease Agreement | Address |
| Utility Bill (≤90 days old) | Address |
| Bank Statement (≤90 days old) | Address |
| Certificate of Good Standing (MCIL/RCIP — Companies Act 2001) | Good Standing |
| Certificate of Good Standing (SIFA — International Companies Act 1988) | Good Standing |
| Sector-Specific License | Central Bank of Samoa Banking Licence (Financial Institutions Act 1996), Central Bank of Samoa Insurance Licence (Insurance Act 2007), CBS Money Transfer Operator / Restricted FX Dealer Licence, SIFA Licence (International Bank / Insurer / Fund / Trustee Company) |
Collection notes
- Legal Registration: Issued by the Registrar of Companies (RCIP/MCIL) upon registration of a domestic company under the Companies Act 2001; accessed and downloaded via the Online Samoa Company Registry at businessregistries.gov.ws. For International Companies, an equivalent Certificate of Incorporation is issued by SIFA under the International Companies Act 1988. For overseas companies registered in Samoa, a Certificate of Registration is issued by RCIP. Processing through the E-Registry (operational since 18 February 2013) is typically same-day to 2 business days.
- Constitutive Documents: Under the Companies Act 2001, the constitutive document is called the ‘Constitution’; it is filed with RCIP at incorporation and contains the company’s name, objects, share capital, and governance rules. Companies may also operate under default ‘replaceable rules’ in the Act if no Constitution is adopted. For International Companies under the International Companies Act 1988, the document is called the Memorandum and Articles of Association, filed with SIFA. For overseas company registrations, the parent company’s home-jurisdiction constitutive document must be provided.
- Tax Registration: The TIN is printed on the Business Licence Certificate issued annually by the Ministry of Customs and Revenue under the Business Licence Act 1998; the Business Licence is therefore simultaneously the primary evidence of tax registration. Businesses with annual turnover exceeding SAT 130,000 must also register for VAGST (Value Added Goods and Services Tax, rate 15%) and receive a separate VAGST registration. International Companies registered under SIFA are normally tax-exempt (until 1 January 2028) and may not hold a domestic Business Licence; their tax registration status should be confirmed separately.
- Operating Permit: Required for all persons carrying on any business activity in Samoa under s.5 of the Business Licence Act 1998; issued annually (1 January – 31 December) by the Ministry of Customs and Revenue — Inland Revenue Services. The TIN is embedded in the Business Licence Certificate. Renewal is due in December or by 31 January of the following year. Failure to hold a valid Business Licence is a criminal offence. International Companies (SIFA) do not require a domestic Business Licence for offshore operations.
- Sector-Specific License: The Central Bank of Samoa (CBS) is the prudential regulator for all domestic financial institutions under the Financial Institutions Act 1996, the Central Bank of Samoa Act 2015, and the Insurance Act 2007. CBS supervises commercial banks, licensed credit institutions, insurance companies, insurance brokers, and money transfer operators / restricted foreign exchange dealers (16 licensed MTOs as of January 2025). SIFA licenses and supervises international banks, international insurance companies, international mutual fund companies, and international trustee companies under the International Banking Act 2005, International Insurance Act 1988, and related legislation. Conduit, as a payment/financial services entity, will primarily encounter CBS-issued payment/MTO licences and SIFA financial-services licences.
- Governance Records: Companies must maintain a Register of Directors and Secretaries; director information is filed with RCIP/MCIL and is searchable via the Online Samoa Company Registry (businessregistries.gov.ws). For International Companies under SIFA, director details are held by the registered trustee company and are not publicly accessible. Annual returns filed with MCIL confirm current director and shareholder information. A registry extract (company profile) available from MCIL constitutes documentary evidence of current directors.
- Signing Authority: A board resolution passed at a directors’ meeting or by written resolution is standard practice in Samoa to authorise a signatory for specific transactions; no statutory form is prescribed. A notarised power of attorney may be used for external parties. Samoa is not a signatory to the Hague Apostille Convention; notarisation or consular legalisation may be required for documents intended for use abroad.
- Address: Standard Conduit policy: lease agreement (no time bound) OR utility bill OR bank statement, with utility/bank documents dated within 90 days of submission. Main utility providers in Samoa include the Electric Power Corporation (EPC, electricity) and Samoa Water Authority (SWA). Bank statements from CBS-licensed commercial banks (ANZ Samoa, Samoa Commercial Bank, Development Bank of Samoa, etc.) are accepted.
- Good Standing: MCIL/RCIP issues a Certificate of Good Standing (also referred to as a company status extract) confirming that a domestic company is registered, has filed its annual returns, and is not struck off or under dissolution. Company status (Active and in Good Standing / Not in Good Standing / Dissolved / Active & Pending Strike Off) is searchable via businessregistries.gov.ws. Annual returns must be filed in the company’s month of incorporation; late filing incurs penalties. For International Companies, SIFA issues an equivalent good-standing certificate upon payment of annual renewal fees.
Person roles
When you submit a person on the application body, set theirrole to one of Conduit’s canonical BusinessPersonRole values. Use this table to map a local corporate-governance title onto the right canonical role.
| Local role | Canonical API role | Description |
|---|---|---|
| Director | CONTROLLING_PERSON | Appointed officer responsible for managing the company; must be a natural person; no minimum residency requirement under the Companies Act 2001 or International Companies Act 1988; named in the Register of Directors and in MCIL/RCIP registry records for domestic companies. |
| Company Secretary | CONTROLLING_PERSON | Officer responsible for statutory compliance and corporate administration; required for all companies under the Companies Act 2001; named alongside directors in the RCIP registry. |
| Registered Trustee / Licensed Trustee Company (IC) | LEGAL_REPRESENTATIVE | A SIFA-licensed trustee company that serves as the registered agent for an International Company; holds confidential registers on behalf of the IC; all International Company incorporations must be made through a licensed trustee. |
| Authorised Signatory / Attorney | LEGAL_REPRESENTATIVE | Natural person authorised by board resolution or notarised power of attorney to act on behalf of the company for specific transactions or purposes. |
Notes
- Samoa operates a dual-registry system: domestic companies are registered with MCIL/RCIP under the Companies Act 2001; International Companies (offshore) are registered with SIFA under the International Companies Act 1988. Conduit will encounter both. Key KYB difference: SIFA ICs have private registers and are administered through licensed trustees — always request documents via the trustee.
- The Online Samoa Company Registry (businessregistries.gov.ws, E-Registry launched February 2013) allows public searches of domestic company names, registration numbers, and directors. Annual returns filed in the company’s month of incorporation; late filing triggers penalties and potentially pending strike-off status. SIFA company information is not publicly searchable.
- Business Licences (Ministry of Customs and Revenue, issued under Business Licence Act 1998) are mandatory for all businesses operating in Samoa, expire annually (31 December), and embed the TIN. The TIN is a 9-digit number beginning from 70004. VAGST (15%) applies when annual taxable turnover exceeds SAT 130,000; a separate VAGST Registration Certificate is issued. International Companies in offshore structures do not require a domestic Business Licence.
- Tax exemption for International Companies will be removed from 1 January 2028 under the Miscellaneous (Removal of Tax Exemption for International Companies) Amendment Act No. 1 of 2026. From that date, ICs will be subject to Samoan corporate income tax. Reassess IC tax documentation requirements at that date.
- Samoa IS a signatory to the Hague Apostille Convention (acceded 13 September 1999). The designated Competent Authority to issue Apostilles is the Ministry of Foreign Affairs and Trade (MFAT). Documents intended for use in other Apostille Convention member states should be apostilled by MFAT rather than requiring full consular legalisation.
- There is no limited liability company (LLC) structure distinct from the private company limited by shares under Samoa domestic law; the Companies Act 2001 does not use the ‘LLC’ designation. The International Companies Act 1988 provides for ‘limited life international companies’ influenced by Wyoming LLC law but these are categorised as ICs.
- The Central Bank of Samoa (CBS) supervises four commercial banks, five insurance companies, 16 money transfer operators/restricted FX dealers, and three insurance brokers (as of January 2025). SIFA supervises the offshore financial sector. For MSB/MTO activities, a CBS licence is required under the Financial Institutions Act 1996.