Registering Your Startup to do Business in American Samoa

Forming your business entity in Delaware—specifically, a corporation—gives you a lot of flexibility, but you may still need to follow local laws depending on what jurisdiction you operate in.

Specifically, if you do business in American Samoa, you need to register with the territory. We’ll walk through the process and simplify it. But first, how can you tell whether you’re legally doing business in American Samoa?

Delaware C corps—and all other corporations formed outside of American Samoa—are referred to as “foreign” corporations by the territory .

You are doing business in American Samoa if your company enters the territory through its agents and conducts its usual business in a continuous, not merely sporadic, nature.

American Samoa is not particularly clear on what activities mean your company is doing business in the jurisdiction. However, in most other jurisdictions the following activities typically means you would need to register to do business in the jurisdiction:

Your company hires full-time (W-2) employees who are American Samoa residents

Your company owns, rents or leases property in American Samoa

Unlike most other states and territories, American Samoa does not have a general sales tax on goods purchased in the territory. This means that you do not need to register with the American Samoa Treasury to collect sales tax in the jurisdiction.

• Select a name under which to do business. This doesn’t have to be the name you registered when incorporating in Delaware, but it can be.
• Fill out an application. You’ll need to report the following information to the American Samoa Department of Commerce along with a Delaware Certificate of Good Standing. You can file the application online through the territory’s online portal.
• Pay the fee. Now you pay the American Samoa Department of Commerce a $37.50 filing fee.
• Submit your Application for Registration.
• Wait. Processing typically takes two to four weeks.

Once you’re approved to operate as a qualified foreign business in American Samoa, you’ll need to comply with certain requirements.

To stay in compliance and continue legally doing business in American Samoa, you need to maintain a registered agent and file your annual report. On top of that you will also need to pay your corporate income tax or gross receipts tax whichever tax is higher.

Your registered agent in American Samoa is your point of contact with local authorities. If you don’t have a physical address for your company in American Samoa, it may be advantageous to find a registered agent to receive government notices on your behalf.

Foreign corporations are required to have a registered office in American Samoa. Unlike most jurisdictions, American Samoa allows your registered office to be a P.O. Box.

Your registered agent will forward any important information, such as business mail, to you. There are a number of firms that contract out registered agents. They typically cost $50 – $100 per year.

Annual reporting and renewal in American Samoa

Unlike most jurisdictions where you file an annual or biennial report along with a fee, in American Samoa the filing fee and report are distinct. It is best to understand the filing fee as an annual renewal fee for your business license. The annual renewal fee is $150.

For your annual report, you would need to contact the American Samoa Department of Commerce for a letter validating information you would otherwise include in a normal annual report such as:

• The legal name of your business
• The name and address of your registered agent
• The names and addresses of board members, managers, and officers

Once the information is validated, the Department of Commerce will send a letter to the American Samoa Treasury confirming that you are in good standing with the territory and are allowed to file your American Samoa taxes.

Paying American Samoa’s Corporate Income Tax or Gross Receipt Tax

Unlike most jurisdictions, your annual American Samoa taxes are calculated a little bit differently. You are required to file a tax return for either a corporate income tax or gross receipt tax, whichever tax is higher. A corporate income tax is directly on the income of your corporation. A gross receipts tax is levied on a corporation’s total receipts from the conduct of a business within a jurisdiction, without reduction for cost of goods sold or services or any other expenses.

American Samoa Treasury does not have a website yet, however you can always call the office directly for more information on paying your annual taxes.

When you hire a new employee or independent contractor in American Samoa you must report them to the American Samoa New Hire Reporting Center within 20 days of the employee’s first day. You can report new hires through the employer services portal.

Your payroll provider should be able to take care of paycheck withholdings, but it’s up to you to register as an employer with the the territory and set up an online employer account.

For a comprehensive guide of your responsibilities, American Samoa provides the following information.

To register your business in American Samoa, you’ve got to keep track of a lot of moving parts. Failing to file the right forms, provide the right information, or stay on top of compliance laws can lead to serious headaches.

Capbase makes it easy. When you incorporate your Delaware corporation on Capbase, we will generate the required information needed to register to do business in American Samoa and keep you up to date on any required filings.

The compliance calendar inside your Capbase account will notify you of upcoming fees, reporting, or other requirements, so you can keep your startup in good standing with American Samoa government officials. Try Capbase now.