Company Registry Spotlight: Samoa

In this edition of our registry spotlight series, we examine the Company Registry in Samoa. Located in the South Pacific, Samoa is celebrated for its political stability and operates within a parliamentary framework. English is the primary language for government and business, creating a welcoming environment for entrepreneurs. The Company Registry, overseen by the Ministry of Commerce, Industry and Labour, serves as a vital resource for both local and international businesses, offering essential information and documentation to support business activities in Samoa.

The Ministry of Commerce, Industry and Labour serves as the local company registry in Samoa. It is responsible for the registration and regulation of companies, ensuring compliance with local laws and promoting a transparent business environment. The registry provides a platform for businesses to incorporate, maintain their status, and access vital information about registered companies.

The Samoa Company Registry offers a range of documents and data that are essential for businesses and stakeholders. Key documents include:

• Registry Extract: This document provides a summary of the registered company’s details, including its status and registration number.
• Certificate of Incorporation: This certificate serves as official proof that a company has been legally incorporated and is recognised by the government.

Data Available:

The registry also provides critical data about companies, such as:

• Company Information: Basic details including the company name, registration number, and registered address.
• Officers: Information about the directors and key management personnel of the company.
• Shareholders: Details regarding the ownership structure of the company, including the names and shareholding percentages of shareholders.

Types of Companies Registered

The Samoa Company Registry accommodates various types of companies, including:

• Public Company: These companies can offer shares to the public and are subject to stricter regulatory requirements.
• Private Company: These companies do not offer shares to the public and are typically smaller in scale. They have fewer regulatory obligations compared to public companies.
• Overseas Company: Foreign companies that wish to operate in Samoa can register here, allowing them to conduct business within the jurisdiction.

Corporate Requirements

Samoan corporate law has specific requirements for registered companies:

• Directors and Shareholders: All companies need at least one director, one shareholder, and a secretary. Corporate directors are permitted, but bearer shares are no longer allowed.
• Registered Office and Resident Agent: All companies must have a registered office and a resident agent in Samoa, which must be a licensed trust company.
• Registers: Samoan companies are required to prepare Registers of Directors, Secretaries, and Members, which must be kept at the registered office. The Register of Members, or a copy, must be created within six months of incorporation.
• Annual Requirements: Shareholders may waive the requirement for annual general meetings and audited accounts.
• Filing Instruments: Any person who files an instrument or statement of charges with the Registrar must lodge a copy at the company’s registered office within seven days. Failure to do so may void the instrument against a liquidator and creditors.

As of now, there are approximately 2470 companies registered with the Samoa Company Registry. This number is growing steadily, with around 132 being registered this year (2024, source)

Real-time access to official information from company registries has become increasingly vital for regulated organisations in Samoa and around the world. There are two primary reasons for this trend.

Firstly, financial institutions in Samoa are under growing pressure from regulatory bodies to conduct comprehensive customer due diligence and scrutinise corporate structures. By utilising up-to-date primary source data rather than relying on outdated databases, compliance teams can effectively base their anti-money laundering (AML) and know your business (KYB) assessments on reliable and precise beneficial ownership information.

Secondly, real-time access to company registries is not just a regulatory necessity but also a significant business opportunity. This capability allows for the prompt and secure verification of newly registered companies that may not yet appear in traditional databases. This presents a substantial opportunity, as new companies often require immediate access to financial and professional services once compliance checks are completed.

Know Your Customer provides a streamlined experience where users can access official registries across 140+ countries, including Samoa, through a single platform or API. The information retrieved is automatically standardised and transliterated, simplifying the process of navigating shareholder and beneficial owner details. By leveraging Know Your Customer, compliance teams can enhance their onboarding and KYB procedures, meet regulatory obligations, and secure a competitive edge in the evolving digital financial services landscape.