Samoa International Companies Amendment Act 2014 (“Amendment Act”)

 In Samoa

On 7th April 2014 the legislative Assembly of Samoa enacted the Samoa International Companies Amendment Act 2014 (the “Amendment Act”) which amends the Samoa International Companies Act 1988.

The main amendments made to the International Companies included:

  1. Section 39 – Bearer shares and share warrants – A memorandum of a grandfather bearer share company is deemed to be amended with effect from 27 January 2014 to state that the company is not authorized to issue bearer shares or share warrants to bearer, convert registered shares; and with effect from that date, the company shall cease to be a bearer share company.
  2. Section 39A – Transitional provisions – Any bearer shares or share warrants that have been issued by an international company to bearer prior to 27 January 2014 shall continue for a period of 12 months from the commencement of the International Companies Amendment Act 2014 and thereafter shall cease to be bearer share or share warrants.
  3. Section 113(1) – Account record to be kept – An international company must keep accounting records to disclose:
    1. the current financial position of the company; and
    2. ​enable the directors to check that any accounts prepared by the company under this Part comply with the requirements of this Act; and
    3. allow for the preparation of financial statements; and
    4. details of the following –
      1. all sums of money received and expended and the matters in respect of which the receipt and expenditure takes place;
      2. all sales and purchases and other transactions; and
      3. the assets and liabilities of the relevant entity or arrangements.

    The same accounting requirements have also been inserted into the Special Purpose International Companies Act 2012 and the International Partnership Limited Partnership Act 1998.

  4. Sections 35 to 38 of the International Companies Act 1988 are repealed.

Please feel free to contact us should you require more information on the above.