COMPANIES & OTHER ENTITIES

RCIP is responsible for the registration of companies and the management of the following registers:

COMPANIES                                                      

Prior to 18th February 2013, all companies that wanted to register in the Samoa Register of Companies had to manually submit the required forms and documents for registration, to the office of the Registrar of Companies/MCIL.

On 18th February 2013, the Registry of Companies launched an Electronic Registry (‘E-Registry’) which changed the process for registering companies and the maintenance of their details.  The requirements for the companies to comply with their statutory obligations in the Companies Amendment Act 2006 have not changed.

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Samoa Company E-Registry

Companies and the public can now access information about companies operating in Samoa through the Online Samoa Company Registry www.companies.gov.ws. New company incorporations now take place through this website. If you are a director or agent of an existing company, you must register and request authority to maintain your company. This is especially important for filing your company’s annual return.

Please note that applications and documentation for registration of Company Charges are still required to be manually submitted to the Registry of Companies as the Company Charges are not included in the E-Registry.  The Company Charges will be included in the Personal Properties Securities E-Registry which will be implemented at a future date.

Summarised below are some main information about Companies. For more detailed information, please refer to the Samoa Companies Registry website

WHAT IS A COMPANY?

A company is a separate legal entity from the owners, who are called shareholders. The significance of this separation is that in most cases, shareholders cannot be held personally liable for the debts of the company. If the company becomes insolvent, generally the only liability of the shareholder is the amount they have invested in the company to purchase their shares. This type of liability is called ‘limited liability’.  This is why a company name always has ‘limited’ or ‘ltd’ at the end of its name.

As a separate legal entity, a company can do many of the same things as a person – such as own property, enter contracts, sue, and be sued.  There is no separate legal ‘person’ for sole traders and partnerships.

COMPANY DIRECTORS

A person is disqualified from being a director if the person is:

  • under 21 years of age;
  • an undischarged bankrupt;
  • prohibited from being a director of or taking part in the management of a company pursuant to a Court order made under section 189 of the Companies Act 1955 or would be prohibited by such an order but for the repeal of that Act;
  • prohibited from being a director or promoter of or taking part in the management of a company under sections 77, 78 or 82 of the Companies Amendment Act 2006;
  • adjudged to be mentally defective under the Mental Health Ordinance 1961;
  • not eligible because of requirements contained in the company’s rules.

If a person who is disqualified from being a director still acts as a director of the company, the person is deemed a director for the purposes of any provision of the Act that imposes a duty or an obligation on a director of the company.

Non-Samoan citizen directors who work for the company in Samoa, are required by law to obtain a Work Permit, and their company must also apply for a Foreign Investment Certificate from MCIL’s Industry Development & Investment Promotion Division. For more information regarding Work Permits, please contact MCIL’s Industrial Relations, Occupational Safety & Health and Work Permits Division.

SHAREHOLDER REQUIREMENTS

Companies with non-Samoan citizen shareholders are required under the Foreign Investment Amendment Act 2011 to hold a valid Foreign Investment Certificate (‘FIC’). The FIC will also be required by the Ministry for Revenue when the company applies for a Business Licence from the Ministry for Revenue.

For more information regarding obtaining an FIC, please contact MCIL’s Industry Development & Investment Promotion Division.

SHARE REGISTER

The Share Register is a mandatory record that the company must keep at its Registered Office. Especially for companies involved in various Share Transactions during its legal existence (e.g. Share Transfers, increases in the company’s Total number of Shares etc), it is expected that the company has maintained a Share Register and the staff of the Registry of Companies shall inspect the Share Register accordingly.

Pursuant to section 40(1) of the Companies Amendment Act 2006 (‘the Act’), a company’s Share Register records the shares issued by the company and must state the following:

“(a) the names, alphabetically arranged, and the last known address of each person who is, or has within the last 7 years been, a shareholder; and

 (b) the number of shares of each class held by each shareholder within the last 7 years; and

(c) the date of any issue of shares to, repurchase or redemption of shares from, or transfer of shares by or to, each shareholder within the last 7 years, and in relation to the transfer, the name of the person to           or from whom the shares were transferred.”

In accordance with section 40(4) of the Act, if a company fails to comply with the above requirements, the company commits an offence and is liable on conviction to a fine not exceeding 50 penalty units; and every director of the company commits an offence and is liable on conviction to a fine not exceeding 50 penalty units.

IMPORTANT INFORMATION TO NOTE:

  • Some companies allocate numbered shares to their shareholders. e.g. for a company with total shares of 1,000, Shareholder 1 is issued with Shares numbered 0001 to 0350, Shareholder 2 – Shares numbered 0351  to 651, Shareholder 3 – Shares numbered 651 to 851 and so forth. Some companies with a small total number of shares have chosen not to allocate individual numbers to their shares.
  • A company may also issue Share Certificates for each Shareholder, formalizing the actual number of shares that they own in the company. The Registry does not have a specific form for the Share Certificates as it is an administrative decision for each company to decide whether to issue Share Certificates or not.
  • However, please be reminded of the requirements of Section 45(2) of the Act regarding Share Certificates. When a shareholder applies to a company for a Share Certificate, the company must, within 20 working days, issue a Share Certificate to the Shareholder.
  • In accordance with section 45(3) of the Act, if a Share Certificate has been issued, a transfer of the shares to which the Share Certificate relates must not be registered by the company unless the form of transfer is accompanied by:
  1. the share certificate relating to the share; or
  2. evidence as to its loss or destruction and, if required, an indemnity in a form required by the board.
  • The Registry of Companies does not have a prescribed form for the recording of the Transfer of Shares from one shareholder to another. We recommend that the company or its legal advisor prepares the relevant documents verifying the consent or agreement of the Shareholder transferring the shares (‘Transferor’) and the acceptance of the Shareholder receiving the Shares (‘Transferee’). Such a document should also reflect the value of any consideration paid (monetary or non-monetary) by the recipient of the Shares to the Transferor of the Shares.
    • In accordance with section 41(1) of the Act, the entry of the name of a person in the share register as the holder of a share is evidence that legal title to the share vests in that person. Please also note that the information recorded in the Share Register should match the Shareholders information submitted electronically in the company’s Annual Return (Form 12).
    • Do note that the staff of the Registries of Companies shall inspect the Share Register when necessary, or at a date to be advised in the future.

MAINTAINING COMPANY DETAILS

Updating and maintaining your company details can now be done online through the Companies E-Registry website. In case you encounter any difficulties, our Registry staff and our free on-site computer kiosk including a scanner, are available during office hours.

AUTHORITY

In order to be able to maintain company details on the E-Registry, authority needs to be acquired. Authority can be granted to existing directors and authorised agents such as law firms, accounting firms and company secretaries. To learn more about authority and how to request it click here.

YEARLY REQUIREMENTS

Registered companies are required to file an Annual Return via the E-Registry website in their month of incorporation. Late submission will incur penalties. For further details, please refer to the Samoa Companies Registry website

FORM

Form 2 – Director’s Consent

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